Ver. 5/24/12
CONTENTS
DATA SHEET
AGREEMENT
1.LICENSE AND PRESENTATION BY LICENSEE
2.TICKET PRICES
3.LICENSE FEE
4.EVENT EXPENSES
5.CONCESSIONS
6.MERCHANDISE
7.PREMIUM AND EMERGENCY SEATING
8.ADVERTISING, PROMOTION AND PUBLICITY
9.BUILDING STAFF
10.PUBLIC ADDRESS SYSTEM
11.SURRENDER AND OVERTIME
12.TICKET SALES
13.INSURANCE
14.INDEMNITY
15.THEATRE SERVICES PROVIDED BY LICENSOR
16.PERFORMERS
17.SHOW OFFICE
18.TICKET HOLDS; COMPLIMENTARY TICKETS
19.DRESSING ROOMS
20.PERMITS
21.ADDITIONAL OBLIGATIONS OF LICENSEE
22.COMPLIANCE WITH LAWS
23.ALTERATIONS
24.ENTRANCES AND EXITS
25.NON-EXCLUSIVE USE
26.EJECTION
27.LICENSOR REGULATIONS
28.LICENSOR USE OF FACILITIES, TOURS
29.UTILITIES
30.DEFAULT
31.ADDITIONAL REMEDIES
32.ADVERTISING AND SPONSORSHIP
33.ANCILLARY RIGHTS
34.SETTLEMENT
35.COPYRIGHTS
36.LABOR AGREEMENTS
37.REFUND
38.TERM
39.SUBORDINATION
40.FORCE MAJEURE
41.WAIVER
42.SEVERABILITY
43.NO PARTNERSHIP
44.ASSIGNMENT
45.ENTIRE AGREEMENT
46.CONSTRUCTION
47.NOTICES
48.LEGAL FEES
49.COUNTERPARTS
50.BINDING EFFECT
Exhibit “A”: Hollywood & Highland Terms and Conditions
Exhibit “B”: Additional Insureds
Exhibit “C”: Electronic Media Exploitation
Exhibit “D”: Policies and Procedures
Exhibit "E": Insurance Requirements for Licensor Service Providers…………….…………..………….25
EVENT LICENSE AGREEMENT
THIS EVENT LICENSE AGREEMENT (this "License Agreement" or “Agreement”) is entered into as of __March 1st., 2013__, between _Avoca Productions, Inc.___ ("Licensee") and THEATREDREAMS LA/CHI, LP, a California limited partnership ("Licensor").
DATA SHEET
Agreement
ItemSection
1.A.The Production Breakthroughtelevision pilot
2.1The Event: Breakthrough.Thursday April 4th., 2013
3.3(a)Base License Fee: Forty Eight Thousand dollars ($48,000). Additional $6,000 if Load in a day before.
4.3(b)Deposit Toward License Fee:$48,000.00 payment made via electronic transfer to:
Account name: TheatreDreams LA/CHI LP
6801 Hollywood Blvd., Suite 180
Hollywood, CA 90028
Routing Number: 121137522
Account Number: 1893161230
Comerica Bank –Hollywood Office
5.3(b)Deposits Toward Event Expenses, Settlement:Deposit due date; March 18, 2013. A statement of anticipated expenses prepared by the Theatre Manager will be provided to Licensee on or before March 18, 2013. The total anticipated expenses shall be wire transferred to TheatreDreams LA/CHI, LP no later than three (3) business days prior to the Load In date. Stagehand calls to for union personnel must be made by the Licensor (which call date presently is projected to beSunday, March 22, 2013), time being of the essence. Final settlement to occur as provided in Section 34. Licensee shall provide a completed IRS W-9 form to Licensor with the execution copy of this Agreement.
6.6Event Merchandise Revenue Split:n/a
7.11Move-in Date and Time:Thursday, March 28, 2013 6am. Optional to Load in on Wednesday, March 27, 2013 (additional License Fee charge of $6,000 applies)
8.12(a)Move-out Date and Time:Friday, April5, 2013 11:59 pm
9.12(b)Allocated Time For Each Performance: TBD
10.19(a)Licensor’s Ticket Holds (per show): n/a
11.19(b)Complimentary Tickets:Licensee:___n/a_Licensor: n/a
12. 35Event Sponsors (if known): _n/a_
13.51Licensee's Notice Address:Avoca Productions, Inc.
10202 W Washington Blvd.
Rooney Bldg., Suite 212
Culver City, C 90232
Attention: Emily Wolfe
Phone: (310) 244-2214
TIN:______
14.13.Facility Fee :n/a
EVENT LICENSE AGREEMENT
RECITALS
A. Licensee is the presenter and producerof the production described in Item 1 of the Data Sheet (the "Production").
B. Licensor is the authorized manager of that certain performing arts theater known as the Dolby Theatre located at 6801 Hollywood Blvd., Hollywood, California 90028 (the “Dolby Theatre"). .
C. The Dolby Theatre is suitable for presentation of the Production, and Licensee desires to present the Production in the Dolby Theatre.
AGREEMENT
In consideration of the mutual covenants and agreements contained herein, Licensee and Licensor agree as follows:
1.LICENSE AND PRESENTATION BY LICENSEE
Licensor hereby licenses to Licensee (the "License") so much of the facilities of the Dolby Theatre which Licensor deems necessary for the proper presentation, production and filmingof the Production (the “Dolby Theatre Facilities"), and Licensee hereby shall present and filmthe Production in the Dolby Theatre Facilities on the dates and at the times set forth in Item 2 of the Data Sheet (the "Event"). Licensee agrees and acknowledges that the License contemplated hereby applies only to the Dolby Theatre Facilities, which, for purposes of this Agreement shall not include, for use in connection with the Event (i.e., red carpet activities, administration of media representatives, etc.),The Dolby Lounge, nor any other portion of the Hollywood & Highland Center (the “Center”) nor areas adjacent to the Dolby Theatre Facilities. Any contemplated use by Licensee of such areas or spaces outside of the Dolby Theatre Facilities shall be subject to separate agreement by and between Licensee and CIM/H&H Retail LP, a California limited partnership. Center’s Terms and Conditions generally applicable to the use of spaces not a part of the Dolby Theatre Facilities are attached as Exhibit “A”.
Licensee shall provide at its sole cost and expense: (a) the Event, including fully rehearsed cast and performers, musicians, crew, staff, scenery, lighting, sound, and costumes as necessary and properly rehearsed for presentation of the Event; (b) the entire advertising, publicity, and public relations campaigns; (c) transportation for personnel, their room and board, and for equipment of the Event to and from the Dolby Theatre Facilities; and (d) all other elements and services required to mount and presentand film the Event except for those services that Licensor is expressly required to provide as set forth in this Agreement.
2.TICKET PRICES
[Intentionally omitted]
3.LICENSE FEE
(a)The License Fee to be paid by Licensee to Licensor for the License shall be a flat fee equal to the amount set forth in Item 3 of the Data Sheet.
(b)Upon execution of this Agreement, Licensee shall make a deposit by wire transfer in the amount set forth in Item 4 of the Data Sheet to apply to the License Fee. In addition, Licensee shall make an additional deposit,by wire transfer, to Licensor in the amount and on or before the date set forth in Item 5 of the Data Sheet to apply towards Licensor's estimate of Event Expenses; provided, however, that Licensor may, in its sole discretion, waive said additional deposit if at any time prior to the date of the Event sufficient money is being held by Licensor's box office to assure Licensor, in Licensor's sole judgment, that Licensee will be able, from said money, to pay Licensor all amounts which will be ultimately due to Licensor hereunder.
(c)If, as of five business days prior to the Event, the sum of all deposits made by Licensee plus the proceeds in the box office from the sale of tickets to the Event do not equal the sum of the License Fee plus estimated Event Expenses, then Licensor will notify Licensee of such shortage. Licensee shall have 24 hours from the receipt of such notification to pay to Licensor, by wire transfer, sufficient money to cover the amount of such shortage. In the event that Licensee fails to make such payment to Licensor in the amount and manner provided herein, then Licensor may, in its sole discretion, terminate this License, the Agreement and the Event.
4.EVENT EXPENSES
In addition to the License Fee, Licensee shall pay or reimburse Licensor for all costs reasonably incurred by Licensorand services provided by Licensor in connection with the Event (“Event Expenses”), including the following charges for costs and services whether or not the performance is presented or cancelled:
(i) Stagehands plus customary payroll charge for benefits and processing of 26.25%, musicians, performers, Teamsters, security deemed necessary by Licensor (including 7.5% of security cost for processing), and the cost of setting, staging and striking the Event and of all other personnel engaged by Licensor in connection with the event, other than the cost of personnel incurred by Licensor to provide those services to be furnished at Licensor’s expense underSection15 below;
(ii) Expenses of rehearsals whenever held;
(iii) All expenses incurred by Licensor directly or indirectly as a result of, or partially as a result of, the Event, except for those expenses and costs specifically set forth in this Agreement as the responsibility of Licensor, including the following standard charges and customary expenses:
- Piano tuning, catering, and equipment rentals (as requested);
- Admissions taxes, if any, which may be withheld by Licensor from Gross Weekly Box Office Receipts;
- Box Office, $250 – if needed;
- Ushers and Ticket Takers;
- Dolby Theatre Facilities Security;
- Legal and accounting fees specifically incurred for or in connection with the Event;
- Phone lines at $250 per line, per day and $250 for high speed internet per day, plus $100 for long distance charges;
- Energy, including electricity, gas and chilled water, $1,500 per day (capped at 5 days);
- Parking as incurred;
- Hospitality costs, suite catering as incurred;
- Dolby Theatre Facilities cleaning;
- Use of House Stage Lights, $750 per performance. If House Plot is struck, the cost of striking and restoring the House Plot;
- Use of House sound system $750 per performance (if House Sound is struck, the cost of striking and restoring House Sound);
- Fire Safety Officers $65 per hour;
- Medical Staff $20 per hour; and
Settlement on Event Expenses shall be paid in accordance with the provisions of Section 34 below.
5.CONCESSIONS
Licensee shall not sell, post or distribute any information or material (whether or not of value), including programs and other printed material, in or around the Dolby Theatre Facilities without the prior written consent of Licensor. Licensor may distribute printed matter to patrons at its option without the consent of Licensee. H&H Catering, LP (“Wolfgang Puck”) is the exclusive caterer of the Dolby Theatre. All food and beverage service, including backstage, at the Dolby Theatre must be provided by Wolfgang Puck by arrangement between Licensee and Wolfgang Puck unless written permission by Licensor is granted for such services as touring catering.
6.MERCHANDISE
[Intentionally omitted]
7.PREMIUM AND EMERGENCY SEATING
Licensor will withhold from sale 10 seats to be used at the discretion of the box office and/or house manager for emergency situations and customer satisfaction.
8.ADVERTISING, PROMOTION AND PUBLICITY
(a)Licensee shall advertise, publicize and promote the Event in a manner customary for such an event. at Licensee’s and network’s sole discretion, it being understood that Licensee and the applicable network have no obligation to broadcast the Event or otherwise promote, advertise or publicize the Event whatsoever. Licensee shall be solely responsible for all costs associated with such advertising, publicity and promotion. All publicity, promotional, advertising and/or printed materials in any way related to the Event, if any, including, but not limited to, advertising materials, tickets, programs and/or posters (collectively, "Materials") shall contain the name and logo(s) of the Dolby Theatre and/or the logo of Hollywood & Highland, the logo of related series sponsors arranged by Licensor, and also the logos of any DolbyTheatre sponsor(s), which shall contain the name(s) and logos in a size, form and placement acceptable to Licensor and as required under arrangements between Licensor and sponsors., and subject always to network approval. Licensee shall obtain the written approval of all advertising before it is placed in newspaper, radio, TV, or any other media. In addition, any and all publicity, promotional and advertising materials including, but not limited to, handbills, three sheets, window cards, posters, advertisements and/or mailers, shall contain Licensor's Ticketing System telephone number and appropriate Licensor ticketing information. No ticket sales telephone numbers other than Licensor's Ticketing System numbers shall be printed on any Materials. All Materials shall be submitted to Licensor for approval at least seven (7) days prior to printing and/or placement. Failure to comply with the terms of this paragraph may be deemed a material breach of Licensee's obligations hereunder and Licensor may terminate the Agreement in its sole discretion.
(b)Except as set forth in the following sentence, any visual or audio material, whether created for television, newspaper, outdoor advertising, handbills or otherwise, prepared by or for Licensee containing reference to the Dolby Theatre name or logo or any other intellectual property of Licensor, DolbyLaboratories, Inc. (“Dolby”), or Licensor, including, without limitation, names, likenesses, images, trademarks or logos (collectively, “Trademarks”) shall be submitted to Licensor for approval in advance of production or execution. Licensee shall allow adequate time for Licensor to approve, comment upon or express its disapproval thereof, and, if Licensor shall deem necessary, to secure the consent of Dolby thereto. Licensee acknowledges that any use of the Dolby name, Dolby logo and the Dolby Theatre name (any or all of which are referred to as the "Dolby Trademark"), may require Licensor to obtain from Dolby approval of such use.
(c)Licensee shall not use, sell or display nor permit the use, sale or display any unlicensed images, names or items incorporating trademarks, servicemarks, trade dress and/or copyrights, whether on promotional materials, merchandise or otherwise, of (i)the Academy of Motion Picture Arts and Sciences (the “Academy”), including the names "Oscar(s)," "Oscar Night," "Academy," "Academy Award(s)," "Academy Motion Picture Arts and Sciences," "A.M.P.A.S.," "Academy Foundation" or "Center for Motion Picture Study" or any derivative of such names, and the image of the "Oscar," Oscar statuette or look-alike statuette (collectively, "Academy Trademarks"), (ii)WestStar, including the name "Mann" or the image of the Chinese Theatre located adjacent to the Dolby Theatre Center, or (iii)any other tenant, sponsor, licensee, or any other special event venues of the Hollywood Highland complex. In addition, notwithstanding anything to the contrary contained in this Agreement, in no event shall the Dolby Theatre Facilities be used for any award show in which any award relating to movies made for theatrical release is presented absent the prior written consent of Licensor and the Academy.
(d)Licensor shall publicize and promote the Event at no cost to Licensee through the Dolby Theatre's in-house promotional outlets. In addition, to the extent permissible, and subject to Licensor’s sole discretion as to content and frequency, Licensor may publicize the Event at no cost to Licensee during performances, events, broadcasts and telecasts of events at other theaters or sports and entertainment venues in Los Angeles owned or operated by Licensor on an as available basis.
(e)To the extent Licensee is authorized to do so, Licensee grants to Licensor the right to use and to authorize others to use the name or names of Licensee, the Event at the Dolby Theatre, the Production and personalities appearing in the Event for the purposes of advertising, promoting and publicizing the Event or the Dolby Theatre. Licensee shall be responsible for obtaining any necessary third party consents (including from the performers) in connection with such advertising, promotion and publicity.
(f)Licensor shall be given a prominent credit in any advertisement or collateral materials produced in connection with Event. Such credit shall appear in substantially the following form: “[Live from][Presented at][Filmed at] the Dolby Theatre at Hollywood & Highland.”
9.BUILDING STAFF
For the Event, Licensor shall provide personnel to staff the Dolby Theatre, including, but not limited to, all box office personnel, ticket sellers, ticket takers, ushers, security guards, security, custodians, rest room attendants and such other personnel as Licensor, in its reasonable discretion, shall deem required. Licensor shall consult with Licensee, if and when requested by Licensee, regarding staffing levels; provided that final decisions regarding staffing levels shall be made by Licensor in its reasonable discretion. All such personnel shall be provided only by or through Licensor. The costs of such personnel (including without limitation required union fees, fringe benefits, payroll taxes and other labor-related expenses) shall be the responsibility of Licensee unless otherwise explicitly set forth herein. Licensor shall indemnify, defend and hold harmless Licensee as respects the acts or omissions of Licensor personnel or contractors. Licensor shall provide certificates of insurance and policy endorsements evidencing insurance coverage in accordance with Exhibit E prior to Licensor personnel or contractors rendering services hereunder.
10.PUBLIC ADDRESS SYSTEM
If requested by Licensee, the Dolby Theatre public address system shall be furnished for the Event. The public address system shall be operated according to reasonable and customary rules and regulations established, from time to time, by Licensor. Licensor retains the right to make limited welcoming announcements, provide updates in the event of delays, changes to schedule or other matters and promote upcoming events at the Dolby Theatre.
11.SURRENDER AND OVERTIME
(a)After the conclusion of the Event, Licensee shall as soon as possible quit and surrender the Dolby Theatre Facilities to Licensor, but in no event later than the time and date set forth in Item 8 of the Data Sheet ("Move-out Time"). Upon such quitting and surrender, the Dolby Theatre Facilities shall be in the same condition as at the Move-in Time and in good order, ordinary wear and tear excepted. Licensee shall remove from Dolby Theatre all Event property. Without limiting any other remedies available to Licensor, if Licensee fails to quit and surrender the Dolby Theatre Facilities on or before the Move-out Time, in addition to any other remedies Licensor may have, Licensee shall pay to Licensor for each day or portion thereof during which the Dolby Theatre Facilities are not surrendered or such Event property is not removed the sum of $24,000.00 for each day or fraction of a day, that such non-compliance continues, plus the actual costs and expenses of returning the Dolby Theatre to its condition at the Move-in Time (including without limitation any overtime labor charges incurred in connection therewith), plus the actual costs and damages, (including consequential damages (includingreasonable costs of defense, damages to Licensor’s reputation,and reasonable outsideattorneys’ fees), that Licensor incurs as a result of Licensor’s not being able to deliver use of the premises not vacated to successor users thereof. In addition, Licensor shall have the right, but not the obligation, in addition to any other rights provided by law or elsewhere in this Agreement, to remove (and, if appropriate, store) the Event property pursuant to this Agreement in such manner as it may deem reasonable under the circumstances. All reasonable verifiedcosts resulting from the removal (and, if appropriate, storage) of such property shall be borne exclusively by Licensee, and Licensor shall have the right to retain box office receipts or any other funds otherwise payable to Licensee in satisfaction of such costs. Licensor shall incur no liability whatsoever in connection with such removal (and, if appropriate, storage), except for acts of negligence or willful malfeasance on its part. Nothing in this Section 11(a) shall in any way be construed to limit Licensor’s right to recover all actual damages incurred in the event Licensee fails to quit and surrender the Dolby Theatre Facilities on or before the Move-out Time (including without limitation damages incurred if any subsequent scheduled event is delayed or cancelled)..